DISTRIBUTION AGREEMENT
This Agreement is made as of May 1, 1995, between Xxxxxxxxx & Xxxxxx
Advisers Management Trust, a Delaware business trust ("Trust"), and Xxxxxxxxx &
Xxxxxx Management Incorporated, a New York corporation (the "Distributor").
WHEREAS, the Trust is registered under the Investment Company Act of
1940, as amended ("1940 Act"), as an open-end, diversified management investment
company and has established several separate series of shares ("Portfolios),
with each Portfolio having its own assets and investment policies;
WHEREAS, the Portfolios propose to issue and sell their shares of
beneficial interest (the "Shares") to separate accounts of life insurance
companies ("Life Companies") and to qualified pension and retirement plans
("Qualified Plans"); and
WHEREAS, the Trust desires to retain the Distributor to furnish
distribution services to each Portfolio listed in Schedule A attached hereto,
and to such other Portfolios of the Trust hereinafter established as agreed to
from time to time by the parties, evidenced by an addendum to Schedule A
(hereinafter "Portfolio" shall refer to each Portfolio which is subject to this
Agreement and all agreements and actions described herein to be made or taken by
a Portfolio shall be made or taken by the Trust on behalf of the Portfolio), and
the Distributor is willing to furnish such services,
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties agree as follows:
1. The Trust hereby appoints the Distributor as agent to sell
the Shares to separate accounts of Life Companies and to the Qualified Plans as
may be permitted by law, and the Distributor hereby accepts such appointment.
All sales by the Distributor shall be expressly subject to acceptance by the
Trust, acting on behalf of the Portfolio.
2. (a) The Distributor agrees that (i) all Shares sold by the
Distributor shall be sold at the net asset value ("NAV") thereof as described in
Section 3 hereof, and (ii) the Portfolio shall receive 100% of such NAV.
(b) The Shares will be sold in accordance with sales
agreements between the Trust and the Life Companies and, where applicable, the
Trust and the Qualified Plans.
3. The Trust agrees to supply to the Distributor, promptly
after the time or times at which NAV is determined, on each day on which the New
York Stock Exchange is open for business and on such other days as the Board of
Trustees of the Trust
("Trustees") may from time to time determine (each such day being hereinafter
called a "business day"), a statement of the NAV of each Portfolio having been
determined in the manner set forth in the then-current Prospectus and Statement
of Additional Information ("SAI") of each Portfolio. Each determination of NAV
shall take effect as of such time or times on each business day as set forth in
the then-current Prospectus of each Portfolio and shall prevail until the time
as of which the next determination is made.
4. Upon receipt by the Trust at its principal place of
business of a written order from the Distributor, together with delivery
instructions, the Trust shall, if it elects to accept such order, as promptly as
practicable, cause the Shares purchased by such order to be delivered in such
amounts and in such names as the Distributor shall specify, against payment
therefor in such manner as may be acceptable to the Trust. The Trust may, in its
discretion, refuse to accept any order for the purchase of Shares that the
Distributor may tender to it.
5. (a) All sales literature and advertisements used by the
Distributor in connection with sales of Shares shall be subject to approval by
the Trust. The Trust authorizes the Distributor, in connection with the sale or
arranging for the sale of Shares of any Portfolio, to provide only such
information and to make only such statements or representations as are contained
in the Portfolio's then-current Prospectus and SAI or in such financial and
other statements furnished to the Distributor pursuant to the next paragraph or
as may properly be included in sales literature or advertisements in accordance
with the provisions of the Securities Act of 1933, as amended (the "1933 Act"),
the 1940 Act and applicable rules of self-regulatory organizations. Neither the
Trust nor any Portfolio shall be responsible in any way for any information
provided or statements or representations made by the Distributor or its
representatives or agents other than the information, statements and
representations described in the preceding sentence.
(b) Each Portfolio shall keep the Distributor fully informed
with regard to its affairs, shall furnish the Distributor with a certified copy
of all of its financial statements and a signed copy of each report prepared for
it by its independent auditors, and shall cooperate fully in the efforts of the
Distributor to negotiate and sell Shares of such Portfolio and in the
Distributor's performance of all its duties under this Agreement.
6. The Distributor, as agent of each Portfolio and for the
account and risk of each Portfolio, is authorized, subject to the direction of
the Trust, to redeem outstanding Shares of such Portfolio when properly tendered
by shareholders pursuant to the redemption right granted to such Portfolio's
shareholders by the Trust Instrument of the Trust, as from time to time in
effect, at a redemption price equal to the NAV per Share of such Portfolio next
determined after proper tender and acceptance. The Trust has delivered to the
Distributor a copy of the Trust's Trust Instrument as currently in affect and
agrees to deliver to the Distributor any amendments thereto promptly upon filing
thereof with the Office of the Secretary of State of the State of Delaware.
7. Each Portfolio shall assume and pay for the following
expenses of such Portfolio: (i) costs of preparing, printing and distributing
reports, prospectuses and SAIs used by such Portfolio in connection with the
sale or offering of its Shares and all advertising and sales literature relating
to such Portfolio printed at the instruction of the Distributor; and (ii)
counsel fees and expenses in connection with the foregoing.
8. The Distributor shall pay all its own costs and expenses
connected with the sale of Shares.
9. Each Portfolio shall maintain a currently effective
Registration Statement on Form N-lA with respect to such Portfolio and shall
file with the Securities and Exchange Commission (the "SEC") such reports and
other documents as may be required under the 1933 Act and the 1940 Act, or the
rules and regulations of the SEC thereunder.
Each Portfolio represents and warrants that the Registration
Statement, post-effective amendments, Prospectus and SAI (excluding statements
relating to the Distributor and the services it provides that are based upon
written information furnished by the Distributor expressly for inclusion
therein) of such Portfolio shall not contain any untrue statement of material
fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading, and that all statements
or information furnished to the Distributor, pursuant to Section 5(b) hereof,
shall be true and correct in all material respects.
10. (a) This Agreement shall become effective on the date
hereof and shall remain in full force and effect until May 1, 1997 and may be
continued from year to year thereafter; provided, that such continuance shall be
specifically approved each year by the Trustees or by a majority of the
outstanding voting securities of the Portfolio, and in either case, also by a
majority of the Trustees who are not interested persons of the Trust or the
Distributor ("Disinterested Trustees"). This Agreement may be amended as to any
Portfolio with the approval of the Trustees or of a majority of the outstanding
voting securities of such Portfolio; provided, that in either case, such
amendment also shall be approved by a majority of the Disinterested Trustees.
(b) Either party may terminate this Agreement without the
payment of any penalty, upon not more than "sixty days' nor less than thirty
days' written notice delivered personally or mailed by registered mail, postage
prepaid, to the other party; provided, that in the case of termination by any
Portfolio, such action shall have been authorized (i) by resolution of the
Trustees, or (ii) by vote of a majority of the outstanding voting securities of
such Portfolio, or (iii) by written consent of a majority of the Disinterested
Trustees.
(c) This Agreement shall automatically terminate if it is
assigned by the Distributor.
(d) Any question of interpretation of any term or
provision of this Agreement having a counterpart in or otherwise derived from a
term or provision of the 1940 Act shall be resolved by reference to such term or
provision of the 1940 Act and to interpretation thereof, if any, by the United
States courts or, in the absence of any controlling decision of any such court,
by rules, regulations or orders of the SEC validly issued pursuant to the 1940
Act. Specifically, the terms "interested persons," "assignments" and "vote of a
majority of the outstanding voting securities," as used in this Agreement, shall
have the meanings assigned to them by Section 2(a) of the 1940 Act. In addition,
when the effect of a requirement of the 1940 Act reflected in any provision of
this Agreement is modified, interpreted or relaxed by a rule, regulation or
order of the SEC, whether of special or of general application, such provision
shall be deemed to incorporate the effect of such rule, regulation or order. The
Trust and the Distributor may from time to time agree on such provisions
interpreting or clarifying the provisions of this Agreement as, in their joint
opinion, are consistent with the general tenor of this Agreement and with the
specific provisions of this Section 9(d). Any such interpretations or
clarification shall be in writing signed by the parties and annexed hereto, but
no such interpretation or clarification shall be effective if in contravention
of any applicable federal or state law or regulations, and no such
interpretation or clarification shall be deemed to be an amendment of this
Agreement.
No term or provision of this Agreement shall be construed to
require the Distributor to provide distribution services to any Portfolio of the
Trust other than the Portfolio, or to require any Portfolio to pay any
compensation or expenses that are properly allocable, in a manner approved by
the Trustees, to a series of the Trust other than such Portfolio.
(e) This Agreement is made and to be principally performed in
the State of New York, and except insofar as the 1940 Act or other federal laws
and regulations may be controlling, this Agreement shall be governed by, and
construed and enforced in accordance with, the internal laws of the State of New
York.
(f) This Agreement is made by the Trust solely with respect to
the Portfolio, and the obligations created hereby are not binding on any other
Portfolio of the Trust, but bind only assets belonging to the Portfolio.
11. The Distributor shall look only to the assets of a
Portfolio for the performance of this Agreement by the Trust on behalf of such
Portfolio, and neither the Trustees nor any of the Trust's officers, employees
or agents, whether past, present or future, shall be personally liable therefor.
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be duly executed by their duly authorized, officers and under
their respective seals.
XXXXXXXXX & XXXXXX
ADVISERS MANAGEMENT TRUST
Attest: By: /s/ Xxxxxxx Xxxxxxx
/s/ Xxxxxxx X. Xxxxxxx Title: Treasurer
Secretary
XXXXXXXXX & XXXXXX
MANAGEMENT INCORPORATED
Attest: By: /s/ Xxxxxxx X. Xxxxxx
/s/ Xxxxx Xxxxxxx Title: Senior Vice President
Secretary
DISTRIBUTION AGREEMENT
SCHEDULE A
The Portfolios of Xxxxxxxxx & Xxxxxx Advisers Management Trust
currently subject to this Agreement are as follows:
INITIAL SERIES
Liquid Asset Portfolio
Government Income Portfolio
Limited Maturity Bond Portfolio
Balanced Portfolio
Partners Portfolio
Growth Portfolio
International Portfolio
